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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING DMC STRATEX NETWORKS, INC. INTO
DIGITAL MICROWAVE CORPORATION
(PURSUANT TO SECTION 253 OF THE
GENERAL CORPORATION LAW OF DELAWARE)
Digital Microwave Corporation, a Delaware corporation, (the "Corporation")
does hereby certify:
First: That the Corporation is incorporated pursuant to the General
Corporation Law of Delaware.
Second: That the Corporation owns all of the outstanding shares of each
class of the capital stock of DMC Stratex Networks, Inc., a Delaware
Corporation.
Third: That the Corporation by the resolution of its Board of Directors
duly adopted on May 9, 2000 has determined to change its name to DMC Stratex
Networks, Inc. contingent upon stockholder approval of the name change.
Fourth: That in order to effectuate this name change, the Corporation, by
the following resolutions of its Board of Directors, duly adopted on August 8,
2000, determined to merger into itself DMC Stratex Networks, Inc. on the
conditions set forth in such resolutions:
Resolved: That Digital Microwave Corporation merge into itself its
subsidiary, DMC Stratex Networks, Inc., and assume all of said
subsidiary's liabilities and obligations (the "Merger").
Further Resolved: That any of the officers of this Corporation be
and they hereby are directed to make, execute and acknowledge a
certificate of ownership and merger setting forth a copy of the
resolution to merge said DMC Stratex Networks, Inc. into this
corporation and to assume said subsidiary's liabilities and obligations
and to file the same in the office of the Secretary of State of
Delaware.
Further Resolved: That as part of the Merger this Corporation
amend Article I of its Restated Certificate of Incorporation (the
"Certificate of Incorporation") to state in its entirety: "The name of
the Corporation is: DMC Stratex Networks, Inc." There shall be no other
changes in the Certificate of Incorporation or the Amended and Restated
Bylaws of the Corporation.
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Further Resolved: that any officer of this corporation, acting
individually, be, and each hereby is, authorized, empowered and
directed to execute and deliver such documents, instruments,
certifications and verifications, and to do and perform such other acts
and deeds, as any such officer shall deem to be necessary or convenient
in order to carry out the purpose of the foregoing resolutions without
any further action of the Board of Directors of this corporation; and
Further Resolved, that any actions heretofore or hereafter taken
by the officers of this corporation within the terms of the foregoing
resolutions are hereby ratified and confirmed as the act and deed of
this corporation.
IN WITNESS WHEREOF, said corporation has caused this Certificate of
Ownership to be signed by its authorized officer, as of 8th day of August, 2000.
DIGITAL MICROWAVE
CORPORATION
By: /S/ CARL A. THOMSEN
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Title: Senior Vice President/Chief Financial Officer
